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CRA-R-21-0034 Backup
SETTLEMENT AGREEMENT AND IRREVOCABLE GENERAL RELEASE THIS SETTLEMENT AGREEMENT AND IRREVOCABLE GENERAL RELEASE ("Agreement") is entered into effective as of the date last signed below (the "Effective Date"), by and between the parties SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY (hereinafter referred to as "CRA"), and ALEXANDRIA INVESTMENT, LLC (hereinafter "ALEXANDRIA") ("CRA" and "ALEXANDRIA" collectively referred to as "THE PARTIES.") WHEREAS, the Parties desire to resolve, settle, and dismiss with prejudice all claims and all issues which were or might have been raised in the Complaints filed in The Circuit Court of the Eleventh Judicial Circuit, in and for Miami -Dade County, Case No. 2021-007749-CA-01 (31) and Case No. 2021-008087-CA-01 (07), (the "Litigation"), and to resolve any and all claims including claims for damages, attorneys' fees or costs, etc., arising out of the Tax Deed recorded October 15, 2020 in OR Book 32145, Pg 1633 of the Public Records of Miami -Dade County, Florida relating to the property located at 1021 NW 2 Avenue, Miami, FL 33136-3412, legally described as LOT 28, BLOCK 16, P.W. WHITES RE -SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 34, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, TOGETHER WITH THE WEST 1/2 PORTION OF THE ALLEY LYING EAST CLOSED PURSUANT TO ORDINANCE 13492 OF THE CITY OF MIAMI, RECORDED IN OFFICIAL RECORDS BOOK 29757, AT PAGE 1686 - Folio No.: 01-0101-060-1130 (hereinafter referred to as "SUBJECT PROPERTY,") the proceeds held by Clerk of the Courts as a result of the tax deed sale; and to resolve any and all claims including claims for damages, attorneys' fees or costs, etc., arising out of the Contract for Sale of the Subject Property by and between Alexandria, as seller and Sea Level Properties LLC or Assigns, as buyer. WHEREAS, the Parties understand and agree that the Parties (which includes, but is not limited to, the above -captioned entities, their insurers and attorneys, any present or former parent corporation(s), subsidiaries, divisions, affiliated entities, acquiring entities, purchasers of assets or stock, investors, joint ventures, shareholders, successors, predecessors, counsel, assigns, administrators, executors, owners, officers, partners, directors, agents, employees, representatives thereof and any present heirs, executors, successors, agents, assigns or representatives, personally and as otherwise might relate to them), deny any and all of the allegations of wrongdoing in the Litigation; WHEREAS, the Parties understand and agree that neither the making of this Agreement nor anything contained herein, shall be construed or considered in any way to be an admission by the PARTIES of guilt or noncompliance with federal, state, or local statute, order, regulation or ordinance, public policy, common law, practices or procedures or of any other wrongdoing whatsoever; and, WHEREAS, the Parties deem it in their best interest to avoid continuing litigation, settle, and resolve the disputes between them amicably and expeditiously, and discharge fully and forever all disputes that were or might have been asserted by any of them, NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby, STIPULATED AND AGREED by and between the undersigned Parties that the Litigation is hereby resolved as follows: Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference. 2. Consideration. Both Litigation Matters are hereby fully and forever settled in the total amount of Three Hundred and Seventy -Four Thousand Dollars ($374,000.00) to be paid by CRA to ALEXANDRIA within thirty (30) days after the execution of the Settlement Agreement. In consideration for the execution by the Parties of this Agreement, and compliance by PARTIES with the promises made herein, the Parties agree as follows: (a) Within Thirty (30) days of the execution of this Agreement by the Parties, CRA shall make its payment in the amount of $374,000.00. This figure in inclusive of $4,000 in attorney fees. (b) The Settlement payments shall be paid by check payable to: CRISTINA DUARTE, P.A. at 251 Valencia Avenue #1205, Coral Gables, Florida 33134 via FedEx or other reliable and traceable method of delivery. (c) Within Ten (10) days of receipt of the payment the Parties shall agree to submit an Agreed Order requesting the Clerk of the Courts to void and null the tax deed issued on the Subject Property and requesting the release of the Surplus Funds held by the Clerk, to the CRA at 819 NW 2nd Avenue, 3rd Floor, Miami, FL 33136. A copy of the Proposed Order is attached hereto. (d) CRA acknowledges that Alexandria has a previously existing contract for the sale of the Subject Property to a third parry (the "Contract", a copy of which is attached hereto). The Contract creates certain duties and obligations on the part of Alexandria and that but for this Agreement, it would be Alexandria's intention to perform on said Contract. In consideration of Alexandria's agreement to enter into this Agreement, to the voiding and nulling of the tax deed, and to the termination, breach or non-performance of the Contract, CRA agrees to fully defend and indemnify Alexandria from and against any and all claims, costs, or attorneys' fees that may arise related in any way to the Contract, the termination thereof, and/or the breach, alleged breach or non-performance or alleged non-performance of said Contract by Alexandria. CRA shall save and hold Alexandria harmless from any and all claims, costs or attorney's fees that may arise in any way related to the Contract, the termination thereof, and/or the breach, alleged breach or non- performance or alleged non-performance of said Contract by Alexandria. Alexandria shall not be liable for any damage, loss, cost or attorneys' fees arising in an way from related to the Contract, the termination thereof, and/or the breach, Page 2 of 6 1615442 alleged breach or non-performance or alleged non-performance of said Contract by Alexandria. The CRA agrees to fully assume said liability for any damage, loss, cost or attorneys' fees arising in an way related to the Contract, the termination thereof, and/or the breach, alleged breach or non-performance or alleged non- performance of said Contract by Alexandria. (e) Upon the entry of the aforementioned Order and the disbursement of the surplus, the Parties agree to dismiss, with prejudice, its respective lawsuit accordingly. Furthermore, the Parties shall agree to execute a Joint Stipulation of Dismissal with Prejudice, and to submit the same to the court along with an Agreed Order of Dismissal with Prejudice for signature by the court with the court retaining jurisdiction to enforce this settlement agreement. (f) The consideration in paragraph 2(a) and (d) above shall constitute full satisfaction of all of the claims either parry had whether set forth or which could have been set forth in the Litigation, including but not limited to any claims for costs or attorneys' fees. (g) The consideration represents a complete settlement, satisfaction, release, and waiver of all claims, including, but not limited to, those for actual damages, statutory damages, attorneys' fees, costs, and any other relief which either Parry may have against the other. 3. No Consideration Absent Execution of This Agreement. ALEXANDRIA understands and agrees that it would not receive the monies specified in Paragraph 2 above, except for its execution of this Agreement. and the fulfilment of the promises contained herein. CRA understands and agrees that ALEXANDRIA would not terminate the Contract and agree to dismiss its action except for the CRA's execution of this Agreement and the fulfilment of the promises contained herein. This Agreement is void, and of no effect, unless executed by each of the Parties. 4. General Release of Claims. In return for the consideration identified in this Agreement, the Parties hereby releases and discharges, all opposing claims and each of their affiliates, subsidiaries, parent, successors, predecessors including their agents, successors, assigns or affiliates, as applicable hereby irrevocably release, acquit and forever discharge each other, including each of their past, present and future employees, owners, shareholders, members, managers, directors, officers, partners, agents, successors, predecessors, assigns or affiliates, heirs, as applicable (collectively, the "Released Parties"), from any and all charges, complaints, claims, liabilities, obligations, expenses, damages, actions, causes of action and demands, whether known or unknown, asserted or unasserted, suspected or unsuspected, whether in law or in equity, whether based in contract, statutory law, tort, or any other theory of recovery, whether for compensatory, punitive or other forms of damages. Parties, on behalf of themselves and all those for whom they purported to act, individually, derivatively or otherwise, including without limitation all those specified in the aforesaid paragraph, covenant and promise not to assert any claim, action or proceeding against each other and/or any Released Parties that has been released pursuant to this Agreement. If any such claim, Page 3 of 6 1615442 action or other proceeding is instituted, the releases in this Agreement will constitute a complete defense thereto. ALEXANDRIA hereby warrants and represents that it has not assigned, conveyed or otherwise transferred any portion of the Claim to any other parry, and that Plaintiff, alone, has the full legal authority and ability to release the CRA as set forth herein. The Parties have been represented by counsel of their choice in negotiating and executing this Agreement and, prior to signing same, had ample opportunity to consult with counsel and other advisors regarding the meaning and import of this Agreement. The Parties knowingly and voluntarily execute this Agreement fully aware of its legal effect. 5. Governing Law and Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the State of Florida without regard to its conflict or choice of law provisions. If any provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction, the Parties agree the court shall have the authority to modify, alter or change the provision(s) in question to make the Agreement legal and enforceable. If this Agreement cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. If the general release language is found to be illegal or unenforceable, the Parties agree to execute a binding replacement release. 6. Non -Disparagement. The Parties agree not to defame, disparage, or demean each other or its services, in any manner whatsoever in the community -at -large or in the visual or print media, including the World Wide Web, social media, personal statements or on any blogs or internet forums or to make any untrue statements or statements that would have the effect of defaming, disparaging, or demeaning the other Parry in any manner. 7. Amendment. Except as provided in Paragraph 5 above, this Agreement may not be modified, altered, or changed without the express written consent of all Parties wherein specific reference is made to this Agreement. 8. Resolution of Disputes. In the event that the PARTIES breaches any provision of this Agreement, the Parties affirm that either may institute an action to specifically enforce any term or terms of this Agreement. Any controversy or claim arising out of this Agreement, or the breach thereof, or any other dispute between the Parties, shall be submitted to the appropriate court in Miami -Dade County, Florida, and all such claims shall be adjudicated by a judge sitting without a jury. In such action, the prevailing parry shall be entitled to reasonable attorneys' fees and costs. The Parties hereby consent and waive any objection to the jurisdiction of such courts in Miami - Dade County, Florida. 9. Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any and all prior or contemporaneous contracts, agreements, understandings, conversations, conditions, representations, settlements, promises, guarantees, and obligations, oral or written between the Parties on the subjects covered in this Agreement. The Parties acknowledge that they have not relied on any representations, promises, or agreements of Page 4 of 6 1615442 any kind made to them in connection with the decision to accept this Agreement, except for those set forth in this Agreement. 10. Section Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement. 11. Legal Fees. Except as provided in paragraph 2(a), each Party will be responsible for its own legal fees or costs incurred in connection with the Litigation, this Agreement and all the underlying claims released under this Agreement. 12. Joint Participation in Preparation of Agreement. The Parties participated freely and jointly in the negotiation, preparation and execution of this Agreement, without compulsion, and with full understanding and voluntary acceptance of its terms, and both PARTIES have had the opportunity to obtain the advice of legal counsel and to review, comment upon, and redraft this Agreement. Accordingly, it is agreed that no rule of construction shall apply against either of the Parties or in favor of either of the Parties. This Agreement shall be construed as if the Parties jointly prepared this Agreement, and any uncertainty or ambiguity shall not be interpreted against either of the Parties and in favor of the other. 13. Binding Effect. This Agreement shall continue perpetually and shall be binding upon the Parties and their acquirers, purchasers, successors, and assigns and shall inure to the benefit of the Parties and their acquirers, purchasers, heirs, successors, and assigns. 14. Executable in Counterparts. This Agreement may be executed by the Parties in any number of actual, facsimile, or pdf. Counterparts and on several counterparts, including electronically, each of which when so executed and delivered shall be deemed an original. The executed signature page(s) from each actual, facsimile or pdf counterpart may be joined together and attached to one such original and shall constitute one and the same instrument. [THE REMAINING PORTION OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] Page 5 of 6 1615442 SIGNATURE PAGE IN WITNESS HEREOF, SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, has executed this Agreement on the date set forth below. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: its authorized representative: Print Name Date: IN WITNESS HEREOF, ALEXANDRIA INVESTMENT, LLC, has executed this Agreement on the date set forth below. ALEXANDRIA INVESTMENT, LLC By: its authorized representative: Print Name Date: Page 6 of 6 1615442 ALEXANDRIA INVESTMENT, LLC, Plaintiff(s), ►GIs THE SUCCESSOR TRUSTEE OF THAT CERTAIN DECLARATION OF TRUST DATED JANUARY 2, 1992; SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY; MIAMI- DADE COUNTY; STATE OF FLORIDA DEPARTMENT OF REVENUE; TANISA ROBERSON; CITY OF MIAMI; UNITED STATES; STATE OF FLORIDA; MIAMI DADE COUNTY CLERK OF THE CIRCUIT COURT, Defendant(s). IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI- DADE COUNTY, FLORIDA CIRCUIT CIVIL DIVISION CASE NO.: 2021-008087-CA-01 (07) ORDER TO ACCEPT SETTLEMENT VOIDING THE TAX DEED AND DISBURSING SURPLUS PROCEEDS THIS CAUSE coming on upon the foregoing Stipulation Agreement, and the Court being fully advised on the premises, it is hereby ORDERED AND ADJUDGED: 1. The foregoing Stipulation is approved and shall constitute the Order of this Court. 2. By agreement of the parties, the Clerk of the Court is directed to void and nullify the tax deed, issued under Tax Deed File No. 202OA00576 on October 9, 2020 on the property located at 1021 NW 2 Avenue, Miami, FL 33136-3412, with a legal description of: LOT 28, BLOCK 16, P.W. WHITES RE -SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, AT PAGE 34, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, TOGETHER WITH THE WEST 1/2 PORTION OF THE ALLEY LYING EAST CLOSED PURSUANT TO ORDINANCE 13492 OF THE CITY OF MIAMI, RECORDED IN OFFICIAL RECORDS BOOK 29757, AT PAGE 1686 A/K/A 1021 NW 2 Avenue, Miami, FL 33136-3412 - Folio No.: 01-0101-060-1130. 3. The Clerk is directed to refund the remaining monies held in surplus, less any costs and/or fees, to the: Southeast Overtown/Park West Community Redevelopment Agency, 819 NW 2nd Avenue, 3rd Floor, Miami, FL 33136. 4. As a result of this settlement, the case is hereby DISMISSED. 5. The Court shall retain jurisdiction to enforce the terms of this STIPULATED SETTLEMENT. DONE AND ORDERED in Chambers, Dade County, Florida this 261h day October, 2021. CIRCUIT COURT JUDGE Copies furnished to: All Counsel of Record Page 2 of 2 2 Proposed Order Commercial Contract QFlorida Realtors° 1 1. PARTIES AND PROPERTY: Sea Level Properties LLC or Assigns ("Buyer") 2 agrees to lbuy and ALEXANDRIA INVESTMENT LLC ("Seller") 3 agrees to sell the property at: 4 Street Address: 1021 NW 2 AVE MIAMI FL 33136 6 Legal Desptiption: P W WHITES RE -SUB BLK 16 PB B-34 LOT 28 & W112 OF ALLEY LYG E & 7 ADJ CLOSED PER ORD 13492 LOT SIZE 2875 SQ FT MIL FOLIO: 01-0101-060-1130 a and the following Personal Property: NA 9 10 (all collectively referred to as the "Property") on the terms and conditions set forth below, 11 2. PURC*SE PRICE: $ 450,000.00 a 12 (a) Deposit held in escrow by: Akerman LLP $ 50,000.00 13 ("Escrow Agent`) (checks are subject to actual and final collection) 14 Escrow Agent's address: 98 SE 7th St #1100, Miami, FL 33131 Phone: 305-374-5600 15 (b) Additional deposit to be made to Escrow Agent 16 ❑x within days (3 days, if left blank) after completion of Due Diligence Period or 17 ❑ wijjin days after Effective Date $ 50,000.00 18 (c) Additional deposit to be made to Escrow Agent 19 ❑ within days (3 days, 9 left blank) after completion of Due Diligence Period or 20 ❑ within days after Effective Date $ 21 (d) Total financing (see Paragraph 5) $ 22 (e) Ol er $ 23 (f) Alt'deposits will be credited to the purchase price at closing. 24 Balanice to close, subject to adjustments and prorations, to be paid 25 via wire transfer. $ 350,000,00 26 For the purposes of this paragraph, "completion" means the end of the Due Diligence Period or upon delivery of 27 Buyer's written notice of acceptability. 28 3. TIME FOR ACCEPTANCE; EFFECTIVE DATE; COMPUTATION OF TIME: Unless this offer is signed by Seller 29 and Buyeisnd an executed copy delivered to all parties on or before Apri126, 2021 , this offer 3o will be wO drawn and the Buyer's deposit, if any, will be returned. The time for acceptance of any counter offer will be 31 3 days fro the date the counter offer is delivered. The "Effective Date" of this Contract is the date on which the 32 last one o the Seller and Buyer has signed or initialed and delivered this offer or the final counter offer or 33 . Calendar days will be used when computing time periods, except time periods of 5 34 days or less. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal 35 holidays. Any time period ending on a Saturday, Sunday, or national legal holiday will extend until 5:00 p.m. of the next 36 business day. Time Is of the essence In this Contract. 37 4. CLOSI[ i DATE AND LOCATION: 38 (a) C tng Date: This transaction will be closed on or before November 15, 2021 (Closing Date), unless 39 specifically extended by other provisions of this Contract. The Closing Date will prevail over all other time periods 40 including, but not limited to, Financing and Due Diligence periods. In the event insurance underwriting is suspended Buyer ( and Seller acknowledge receipt of a copy of this page, which Is Page 1 of 8 Pages, CC-6 Rev 9117 ._ . -- .,- --_a_ _ _ .. ____ ._ . _ _ _ _ C2017 Flodda Realtors' s at.mr 6"1441aeo01 4201u Form Simplicity I I 41 on Closing Date and Buyer is unable to obtain property insurance, Buyer may postpone closing up to 5 days after 42 the insurance underwriting suspension is lifted. 43 (b) Location; Closing will take place in County, Florida. (if left blank, closing will take place in the 44 county where the property is located.) Closing may be conducted by mail or electronic means. 45 5. THIRD ARTY FINANCING: 46 BUYER'SIBLIGATION: On or before days (5 days if left blank) after Effective Date, Buyer will apply for third 47 party financing in an amount not to exceed % of the purchase price or $ with a fixed 46 interest rate not to exceed % per year with an initial variable interest rate not to exceed %, with points or 49 commitment or loan fees not to exceed % of the principal amount, for a term of years, and amortized so over years, with additional terms as follows; 51 62 Buyer wi4er rnely provide any and all credit, employment, financial and other information reasonably required by any 53 lender. B will use good faith and reasonable diligence to (i) obtain Loan Approval within days (45 days if left 54 blank) from Effective Date (Loan Approval Date), (ii) satisfy terms and conditions of the Loan Approval, and (iii) close 55 the loan. Buyer will keep Seller and Broker fully informed about loan application status and authorizes the mortgage 56 broker and lender to disclose all such information to Seller and Broker. Buyer will notify Seller immediately upon 57 obtaining financing or being rejected by a lender. CANCELLATION: If Buyer, after using good faith and reasonable 5a diligence, fails to obtain Loan Approval by Loan Approval Date, Buyer may within days (3 days if left blank) 59 deliver written notice to Seller stating Buyer either waives this financing contingency or cancels this Contract. 60 If Buyer d es neither, then Seller may cancel this Contract by delivering written notice to Buyer at any time thereafter. 61 Unless thi (financing contingency has been waived, this Contract shall remain subject to the satisfaction, by closing, of 62 those con lions of Loan Approval related to the Property. DEPOSIT(S) (for purposes of Paragraph 5 only): If Buyer 63 has used glood faith and reasonable diligence but does not obtain Loan Approval by Loan Approval Date and 64 thereafter either party elects to cancel this Contract as set forth above or the lender fails or refuses to close on or 65 before the Closing Date without fault on Buyer's part, the Deposit(s) shall be returned to Buyer, whereupon both 66 parties will be released from all further obligations under this Contract, except for obligations stated herein as surviving 67 the termination of this Contract. If neither party elects to terminate this Contract as set forth above or Buyer fails to use 68 good faith r reasonable diligence as set forth above, Seller will be entitled to retain the Deposits) if the transaction 69 does not c ' e. For purposes of this Contract, "Loan Approval" means a statement by the lender setting forth the terms 7o and condit ' ns upon which the lender is willing to make a particular mortgage loan to a particular buyer. Neither a pre- 71 approval I ter nor a prequalification letter shall be deemed a Loan Approval for purposes of this Contract. 72 6. TITLE: Seller has the legal capacity to and will convey marketable title to the Property by ❑ statutory warranty 73 deed ❑x special warranty deed LJ other , free of liens, easements and 74 encumbrances of record or known to Seller, but subject to property taxes for the year of closing; covenants, 75 restrictions and public utility easements of record; existing zoning and governmental regulations; and (list any other 76 matters to Mich title will be subject) See attached addendum 77 1 78 provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the 79 Property as Commercial use 80 (a) Evidence of Title: The party who pays the premium for the title insurance policy will select the closing agent 81 and pay for the title search and closing services, Seiler will, at (check one) ❑ Seller's ® Buyer's expense and 82 within',.10 days after Effective Date or at least days before Closing Date deliver to Buyer (check one) 83 ❑x (i) title insurance commitment by a Florida licensed title insurer setting forth those matters to be discharged by 84 Seller at or before Closing and, upon Buyer recording the deed, an owner's policy in the amount of the purchase 85 price f 3r fee simple title subject only to exceptions stated above. If Buyer is paying for the evidence of title and 86 Seller'has an owner's policy, Seller will deliver a copy to Buyer within 15 days after Effective Date. ❑ (ii.) an 87 abstract of title, prepared or brought current by an existing abstract firm or certified as correct by an existing firm. 88 however, if such an abstract is not available to Seller, then a prior owner's title policy acceptable to the proposed 89 insurer. as a base for relssuance of coverage may be used, The prior policy will include copies of all policy 90 exceps and an update in a format acceptable to Buyer from the policy effective date and certified to Buyer or Buyer (�} and Seller i,--) acknowledge receipt of a copy of this page, which Is Page 2 of 8 Pages. CC_5 Rev 9/J 7 . - - _ . - 02�? _017 rqR RggW 3eAfK 074410.lG01i1di1�0U Form simplicity i1 r i 91 Buyer's closing agent together with copies of all documents recited in the prior policy and in the update. If such 92 an 310 tractor prior policy is not available to Seller then (i.) above will be the evidence of title. 93 (b) Examination: Buyer will, within 15 days from receipt of the evidence of title deliver written notice to Seller 94 of title defects. Title will be deemed acceptable to Buyer if (1) Buyer fails to deliver proper notice of defects or (2) 95 Buyer delivers proper written notice and Seller cures the defects within 15 days from receipt of the notice se ("Curative Period"). Seller shall use good faith efforts to cure the defects. If the defects are cured within the 97 Curative Period, closing will occur on the latter of 10 days after receipt by Buyer of notice of such curing or the ss scheduled Closing Date. Seller may elect not to cure defects if Seller reasonably believes any defect cannot be 99 cured,within the Curative Period. If the defects are not cured within the Curative Period, Buyer will have 10 days 100 from eipt of notice of Seller's inability to cure the defects to elect whether to terminate this Contract or accept 101 titles l' . to existing defects and close the transaction without reduction in purchase price. 102 (c) S rvey: (check applicable provisions below) 103 x' Seller will, within 5 days from Effective Date, deliver to Buyer copies of prior surveys, 10a plans, specifications, and engineering documents, if any, and the following documents relevant to this 105 transaction toe government correspondence 107 prepared for Seller or in Seller's possession, which show all currently existing structures. In the event this 108 in action does not close, all documents provided by Seller will be returned to Seller within 10 days from the 109 d this Contract is terminated. 110 M , uyer will, at ❑ Seller's Q Buyer's expense and within the time period allowed to deliver and examine 111 titl, ;evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals 112 encroachments on the Property or that the improvements encroach on the lands of another, ❑ Buyer will 113 accept the Properly with existing encroachments [E such encroachments will constitute a title defect to be 114 cuffed within the Curative Period. 115 (d) In �ess and Egress: Seller warrants that the Property presently has ingress and egress. 116 7. PROPE TY CONDITION: Seller will deliver the Property to Buyer at the time agreed in its present "as is" condition, 117 ordinary w lar and tear excepted, and will maintain the landscaping and grounds in a comparable condition. Seller 118 makes no warranties other than marketability of title. In the event that the condition of the Property has materially 119 changed since the expiration of the Due Diligence Period, Buyer may elect to terminate the Contract and receive a 120 refund of arly and all deposits paid, plus interest, if applicable, or require Seller to return the Property to the required 121 condition Wisting as of the end of Due Diligence period, the cost of which is not to exceed $ (1.5% of 122 the purche price, if left blank), By accepting the Property "as is", Buyer waives all claims against Seller for any 123 defects in ; Property. (Check (a) or (b)) 124 El (a $ s Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its "as is" 125 condil on. 126 0 M i ue Diligence Period: Buyer will, at Buyer's expense and within 60 days from Effective Date ("Due 127 Dilige(t;e Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion. During the 128 term Qf this Contract, Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which 129 Buyef deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural, 130 envir ental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision 131 resuI ns; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, 132 state d regional growth management and comprehensive land use plans; availability of permits, government 133 appro als and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground 134 waterntamination; and other inspections that Buyer deems appropriate. Buyer will deliver written notice to 135 Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property 136 is acceptable. Buyer's failure to comply with this notice requirement will constitute acceptance of the Property in 137 its pressent "as is" condition. Seller grants to Buyer, its agents, contractors and assigns, the right to enter the 138 Pro at any time during the term of this Contract for the purpose of conducting Inspections, upon reasonable 139 not t a mutually agreed upon time; provided, however, that Buyer, its agents, contractors and assigns enter 140 the P erty and conduct Inspections at their own risk. Buyer will indemnify and hold Seller harmless from 141 los , idamages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from 142 liabiiit to any person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer W will not; iengage in any activity that could result in a mechanic's lien being Fled against the Property without 144 Sellers prior written consent. In the event this transaction does not close, (1) Buyer will repair all damages to the i Boyar and Seller acMulowledge receipt of a copy of this page, which is Page 3 of 8 Pages. ,CGd , ik-Y.. I . _ __ 02017 Florida Realiorr' . Seeaw: 474410.M1 49420,18 Form ,l simplicity �I 11 145 Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the 146 Inspections, and (2) Buyer will, at Buyer's expense release to Seller all reports and other work generated as a 147 result of the Inspections. Should Buyer deliver timely notice that the Property is not acceptable, Seller agrees that 148 Buye deposit will be immediately returned to Buyer and the Contract terminated. 149 (c) W k-through Inspection: Buyer may, on the day prior to closing or any other time mutually agreeable to the 150 pantie conduct a final "walk-through" inspection of the Property to determine compliance with this paragraph and 151 to en re that all Property is on the premises. 152 8.OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any 153 business conducted on the Property in the manner operated prior to Contract and will take no action that would 154 adversely impact the Property after closing, as to tenants, lenders or business, if any, Any changes, such as renting 155 vacant spAlial that materially affect the Property or Buyer's intended use of the Property will be permitted ❑ only with 156 Buyer's c sent Q without Buyer's consent. 157 9. CLOSI PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be in accordance with 158 the norms where the Property is located. 159 (a) Possession and Occupancy: Seller will deliver possession and occupancy of the Property to Buyer at 160 closing. Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks, 151 mailboxes, and security systems. 162 (b) C ts: Buyer will pay Buyer's attorneys' fees, taxes and recording fees on notes, mortgages and financing 163 state nts and recording fees for the deed. Seller will pay Seller's attorneys' fees, taxes on the deed and 164 recur g fees for documents needed to cure title defects. If Seller is obligated to discharge any encumbrance at or 165 prior closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances, 166 (c) Documents: Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable 167 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each 168 service contractor from Seller advising each of them of the sale of the Property and, if applicable, the transfer of its 169 contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer, 170 cunt or, subcontractor, or material supplier in connection with the Property; current copies of the condominium 171 docu nts, if applicable; assignments of leases, updated rent roll; tenant and lender estoppels letters (if 172 appli le); tenant subordination, non -disturbance and attornment agreements (SNDAs) required by the Buyer or 173 Buye lender; assignments of permits and licenses; corrective instruments; and letters notifying tenants of the 174 change in ownership/rental agent. If any tenant refuses to execute an estoppels letter, Seller, if requested by the 175 Buyer in writing, will certify that information regarding the tenant's lease is correct. If Seller is an entity, Seller will 176 deliver a resolution of its governing authority authorizing the sale and delivery of the deed and certification by the 177 appropriate party certifying the resolution and setting forth facts showing the conveyance conforms to the 178 requi rents of local law. Seller will transfer security deposits to Buyer. Buyer will provide the closing statement, 179 mortg es and notes, security agreements, and financing statements. 180 (d) T s and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bond 181 paym is assumed by Buyer, interest, rents (based on actual collected rents), association dues, insurance 182 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the 183 amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due 184 allowance being made for improvements and exemptions. Any tax proration based on an estimate will, at request 186 of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing. 186 (e) s lal Assessment Liens: Certified, confirmed, and ratified special assessment liens as of the Closing Date 187 will b aid by Seller. If a certified, confirmed, and ratified special assessment is payable in installments, Seller will 188 pay a stallments due and payable on or before the Closing Date, with any installment for any period extending 189 beyon the Closing Date prorated, and Buyer will assume all installments that become due and payable after the 190 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing 191 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially 192 completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last 193 estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and 194 does t apply to condominium association special assessments. 195 (f) Fo Ign Investment In Real Property Tax Act (FIRPTA): If Seller is a "foreign person" as defined by FIRPTA, 196 Sella nd Buyer agree to comply with Section 1 445 of the Internal Revenue Code. Seller and Buyer will 197 cfo�,m� pole e, execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply Buyer `�Y" and Sella acknowledge receipt of a copy of this page, which Is Page 4 of 8 Pages. C2017 Florida Realtors! 1iaN�.07M1W009 Form I simplicity f( 198 with ][ecurity FIRPTA requirements, including delivery of their respective federal taxpayer identification numbers or 199 Soci Numbers to the closing agent. If Buyer does not pay sufficient cash at closing to meet the 200 withholding requirement, Seller will deliver to Buyer at closing the additional cash necessary to satisfy the 201 requirement. 202 10. ESCROW AGENT: Seller and Buyer authorize Escrow Agent or Closing Agent (collectively "Agent") to receive, 203 deposit, arW hold funds and other property in escrow and, subject to collection, disburse them in accordance with the 204 terms of tHH Contract. The parties agree that Agent will not be liable to any person for misdelivery of escrowed items to 205 Seller or yer, unless the misdelivery is due to Agents willful breach of this Contract or gross negligence. If Agent 206 has doubt to Agent's duties or obligations under this Contract, Agent may, at Agent's option, (a) hold the escrowed 207 items until a parties mutually agree to its disbursement or until a court of competent jurisdiction or arbitrator 208 determines the rights of the parties or (b) deposit the escrowed items with the clerk of the court having jurisdiction over 209 the matter and file an action in interpleader. Upon notifying the parties of such action, Agent will be released from all 210 liability except for the duty to account for items previously delivered out of escrow. If Agent is a licensed real estate 211 broker, Ag nt will comply with Chapter 475, Florida Statutes. In any suit in which Agent interpleads the escrowed items 212 or is mad party because of acting as Agent hereunder, Agent will recover reasonable attorney's fees and costs 213 incurred, h these amounts to be paid from and out of the escrowed items and charged and awarded as court costs 214 in favor of a prevailing party. 215 11. CURE, .ERIOD: Prior to any claim for default being made, a party will have an opportunity to cure any alleged 216 default. If a party fails to comply with any provision of this Contract, the other party will deliver written notice to the non- 217 complying party specifying the non-compliance. The non -complying party will have 30 days (5 days if left blank) after 218 delivery of such notice to cure the non-compliance. Notice and cure shall not apply to failure to close. 219 12. FORC MAJEURE: Buyer or Seller shall not be required to perform any obligation under this Contractor be liable 220 to each of r for damages so long as performance or non-performance of the obligation, or the availability of services, 221 insurance, r required approvals essentiat to Closing, is disrupted, delayed, caused or prevented by Force Majeure. 222 "Force Ma re" means: hurricanes, floods, extreme weather, earthquakes, fire, or other acts of God, unusual 223 transportation delays, or wars, insurrections, or acts of terrorism, which, by exercise of reasonable diligent effort, the 224 non -performing party is unable in whole or in part to prevent or overcome. All time periods, including Closing Date, will 225 be extended a reasonable time up to 7 days after the Force Majeure no longer prevents performance under this 226 Contract, provided, however, if such Force Majeure continues to prevent performance under this Contract more than 227 30 days b nd Closing Date, then either party may terminate this Contract by delivering written notice to the other 228 and the De sit shall be refunded to Buyer, thereby releasing Buyer and Seller from all further obligations under this Contract. 229 13. RETU OF DEPOSIT: Unless otherwise specified in the Contract, in the event any condition of this Contract is 230 not met an Buyer has timely given any required notice regarding the condition having not been met, Buyer's deposit 231 will be returned in accordance with applicable Florida Laws and regulations. 232 14. DEFAULT: 233 (a) In the event the sale is not closed due to any default or failure on the part of Seller other than failure to make 234 the tit marketable after diligent effort, Buyer may elect to receive return of Buyer's deposit without thereby 235 waivi any action for damages resulting from Seller's breach and may seek to recover such damages or seek 236 speci performance. If Buyer elects a deposit refund, Seller may be liable to Broker for the full amount of the 237 broke ge fee. 238 (b) In a event the sale is not closed due to any default or failure on the part of Buyer, Seller may either (1) 239 retain "all deposit(s) paid or agreed to be paid by Buyer as agreed upon liquidated damages, consideration for the 240 execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek 241 specific performance. If Buyer fails to timely place a deposit as required by this Contract, Seller may either (1) 242 terminate the Contract and seek the remedy outlined in this subparagraph or (2) proceed with the Contract without 243 waivi any remedy for Buyer's default. 244 15. ATTO EY'S FEES AND COSTS: In any claim or controversy arising out of or relating to this Contract, the 245 prevailing rty, which for purposes of this provision will include Buyer, Seller and Broker, will be awarded reasonable 246 attorneys' s, costs, and expenses. 247 16. NOTICES: All notices will be in writing and may be delivered by mail, overnight courier, personal delivery, or 248 electronic means. Parties agree to send all notices to addresses specified on the signature page(s). Any notice, 249 document, or item given by or delivered to an attorney or real estate licensee (including a transaction broker) 250 represents ` a party will be as effective as if given by or delivered to that party. Buyer and Seller (J acknowledge receipt of a copy of this page, which Is Page 5 of 8 Pages. seria.074 16401111J,142011 Form A Simplicity 251 17. DISCLOSURES: 252 (a) C smerclal Real Estate Sales Commission Lien Act: The Florida Commercial Real testate Sales 253 CoCornsion Lien Act provides that a broker has a lien upon the owner's net proceeds from the sale of 254 com rcial real estate for any commission earned by the broker under a brokerage agreement. The lien upon the 255 own net proceeds is a lien upon personal property which attaches to the owner's net proceeds and does not 266 attar o any interest in real property. This Lien right cannot be waived before the commission is earned. 257 (b) Special Assessment Liens Imposed by Public Body: The Property may be subject to unpaid special 258 assessment lien(s) imposed by a public body. (A public body includes a Community Development District.) Such 259 liens„ ifr any, shall be paid as set forth in Paragraph 9(e). 260 (c) on Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in 261 suffiI�on t quantities, may present health risks to persons who are exposed to it over time. Levels of radon that 262 excfederal and state guidelines have been found in buildings in Florida- Additional information regarding radon 263 and testing may be obtained from your county public health unit. 264 (d) Energy -Efficiency Rating Information: Buyer acknowledges receipt of the information brochure required by 265 Section 553.996, Florida Statutes, 266 18. RISK OF LOSS: 267 (a) If, fter the Effective Date and before closing, the Property is damaged by fire or other casualty, Seller will 2e8 bear a risk of loss and Buyer may cancel this Contract without liability and the deposit(s) will be returned to 269 Buy Alternatively, Buyer will have the option of purchasing the Property at the agreed upon purchase price and 270 Sella ill credit the deductible, if any and transfer to Buyer at closing any Insurance proceeds, or Seller's claim 271 to any insurance proceeds payable for the damage. Seller will cooperate with and assist Buyer in collecting any 272 such proceeds. Seller shall not settle any insurance claim for damage caused by casualty without the consent of 273 the Buyer. 274 (b) If,g °fter the Effective Date and before closing, any part of the Property is taken in condemnation or under the 275 right eminent domain, or proceedings for such taking will be pending or threatened, Buyer may cancel this 276 Cont t without liability and the deposit(s) will be returned to Buyer. Alternatively, Buyer will have the option of 277 purr sing what is left of the Property at the agreed upon purchase price and Seller will transfer to the Buyer at 278 closi the proceeds of any award, or Seller's claim to any award payable for the taking. Seller will cooperate 279 with a d assist Buyer in collecting any such award. 280 19. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related entity, and otherwise M is not 281 assignable [] is assignable. If this Contract may be assigned, Buyer shall deliver a copy of the assignment agreement 282 to the Sell' at least 5 days prior to Closing. The terms "Buyer, " "Seller" and "Broker" may be singular or plural. This 283 Contract i inding upon Buyer, Seller and their heirs, personal representatives, successors and assigns (if 284 assignme is permitted). gas 20. MISC LANEOUS: The terms of this Contract constitute the entire agreement between Buyer and Seller. 288 Modificatior s of this Contract will not be binding unless in writing, signed and delivered by the party to be bound. 287 Signatures, nitials, documents referenced in this Contract, counterparts and written modifications communicated 288 electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or 289 typewritten Jerms inserted in or attached to this Contract prevail over preprinted terms. If any provision of this Contract 290 is or beco ' s invalid or unenforceable, all remaining provisions will continue to be fully effective. This Contract will be 291 construed der Florida law and will not be recorded in any public records. 292 21. BRO S: Neither Seller nor Buyer has used the services of, or for any other reason owes compensation to, a 20 licensed r I estate Broker other than: 294 (a) Seller'* roker: NA (Company Name) (Licensee) 295 (Address, Telephone, Fax E-mar) 299 who ❑ Is Ingle a ent ❑ is a transaction broker � has no brokerage relationship and who will be compensated by 297 ❑ Seller(Buyer both parties pursuant to ❑ a listing agreement ❑ other (specify) 298 299 Soo (b) Bu 301 5050 E 3ker: Source Realty Services LLC Brian Turtletaub , (comps Wama)) (Lice see) Blvd STE A Miami, FL 3913 305-904-2985 Vr'Ianturtletaub@gmail.com (Address, Telephone, Fax. E-mai) and Seller acknowledge receipt of a copy of [his page, which Is Page 6 of 8 Pages. 020i7 Florida Rosllors• ' Form simplicity I .I 3M who ❑ is a Mngle agent O is a transaction broker El has no brokerage relationship and who will be compensated by 303 ❑ Seller's Broker[] SellerO Buyer❑ both parties pursuant to El an MLS offer of compensation ❑ other (specify) 3a 5% of Purchase Price Commmission 305 (cellectiv (erred to as "Broker") in connection with any act rela#ing to the Property, including but not limited to 306 inquiries, i uctions, consultations, and negotiations resulting in this transaction. Seller and Buyer agree to 307 indemnify d hold Broker harmless from and against losses, damages, costs and expenses of any kind, including 308 reasonab ttomeys` fees at all levels, and from liability to any person, arising from (1) compensation claimed which is 309 inconsiste the representation in this Paragraph, (2) enforcement action to collect a brokerage fee pursuant to 310 Paragraph (3) any duty accepted by Broker at the request of Seller or Buyer, which is beyond the scope of 311 services lated by Chapter 475, Florida Statutes, as amended, or (4) recommendations of or services provided and 312 expenses incurred by any third party whom Broker refers, recommends, or retains for or on behalf of Seller or Buyer. 313 22. OPTIWL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to 314 this Cant }: 315 ❑ (A) Arb tion ❑ (E) Seller Warranty ❑ (1) Existing Mortgage 316 ❑ (B) Se*n 1031 Exchange [I(F) Coastal Construction Control to (J) Buyer's Attorney Approval 317 ❑ (C) P rty Inspection and Repair ❑ (G) Flood Area Hazard Zone El(K) Seller's Attorney Approval 318 ❑(D) Sel Representations ❑(H) Seller Financing El Other 319 23. ADDIT IONAL TERMS: 320 3 ; 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 330 340 341 342 THIS IS INNDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE 343 ADVICE O AN ATTORNEY PRIORTO SIGNING, BROKER ADVISES BUYER AND SELLER TO VERIFY ALL 344 FACTS A REPRESENTATIONS THAT ARE IMPORTANT TO THEM AND TO CONSULT AN APPROPRIATE 345 PROFES NAL FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE 348 EFFECT LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR 347 REPOInI REQUIREMENTS, ETC.) AND FOR TAX, PROPERTY CONDITION, ENVIRONMENTAL AND OTHER guyar and Bolter eckno wedge receipt of a copy of Oils page, which Is Page 7 of 8 Pages. 02017 Flodda RealbvO CPb---- s.nn: a7i4raaool srrt Form Simplicity 34a ADVICE. YER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL 349 REPRES TATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER 350 REPRES TATIONS OR PUBLIC RECORDS UNLESS BROKER fNDICATES PERSONAL VERIFICATION OF 351 THE REP SENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND 362 GOVERNM NTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE AND 353 FACTS TH T MATERIALLY AFFECT PROPERTY VALUE. 354 Eajpers signing this Contract on behalf of a party that is a business entity represents and warrants to the other 355 parch signatory has full power and authority to enter into and perform this Contract in accordancewith its 356 terch person executing this Contract and other documents on behalf of such party has been duly authorized 367 to 358 sQ�Gyw Date: -� (Signature' f Buyer 359 Sea Level Properties LLC, or assigns Tax ID No.: (Typed or nted Name of Buyer) 360 Title: Telephone: 361 Date: (Signature f Buyer 362 :; - Tax ID No.: (Typed or , inted Name of Buyer) 363 Title: Telephone: 364 Buyer's A ess for purpose of notice 366 Facsimile:`, Email: de. Date: ©T 366 tr_ XD —� (Signature Seller) 367 Alexandria Investments LLC Tax ID No.: (Typed or inted Name of Seller) 368 Title: Telephone: 369 ° Date: (Signature f Seller) 370 Tax ID No,: (Typed or ,i inted Name of Seller) 371 Title: Telephone: 372 Seller's ss for purpose of notice: 373 Facsii Email: pbrWs is • makes no representation as b the legal validity or adequacy of any provision of this form In any specific transaction. This standardized form should or with extensive Was or additions. This form to available for use by the entim real estate Industry and Is not Intended to Identify the not be utransactions tst� as REALTOR` Is a registered collective membership mark which may be used only by real estate licensees who are members of the NATIONAL ASSOCIATREALTORS' . end who subscribe to Its Code of Ethics. The copyright laws of United States (17 U.S. Code) forbld the unauthorized reproducilon of this forth by any Inckwhv facsimile orcomputerized forms. P, Buyer artd Seller acknowledge receipt of a copy of lhla page, watch Is Page 8 of 8 Pages. _COLS JR- 9017F9fJ41kaabrs! 4zou Form ar tnut 5lmplicity Addendum and IContract 1 to the Contract with the Effective Date of ALEXANDRIA INVESTMENT LLC Sea Level Properties LLC or concerning th6oroperty described as: 1021 NW 2 AVE MIAMI EL 33136 0, , Florida Realtors - between (Seller) (Buyer) (the "Contra . Seller and Buyer make the following terms and conditions part of the Contract: 1. The Seller all not be responsible for any real estate brokerage commissions. The only broker involved in this transaction is idan Turtletaub, who is an agent of Source Realty Services LLC who shall be compensated by the buyer. 2. The partieunderstand that the Seller is in the process of processing a Quiet Title Action regarding this property. In the event that th luiet Title Action is not completed, closing shall be delayed until completed. 3. The Seller s disclosed to the buyer the existence of 4 pending violations as evidenced by the Violations Detail Report by the Cityof iami. A copy of said report is attached to this Addendum. Buyer hereby agrees to assume said violations at the time of ing. 4. Ail other tem6s and conditions of the Commercial Contract to remain unchanged. 5. In the evef any conflict between the terms of the Commercial Contract and this Addendum, the terms of this Addendum sqKI govern. Buyer. Buyer- Seller. Seller. Date. 3 — 2 = zI Bate: Date; 3 Z512-1 - Date: AG8P4 17 -- _ _ _ _ 02017 Floa R_aabraO a.rrw. ocwa-ioou nsi � — - -- - �� Form I"5impllcity